Common use of Offering of Shares by the Underwriters Clause in Contracts

Offering of Shares by the Underwriters. (a) Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. (b) The Company hereby acknowledges that, in connection with the proposed offering of the Shares, it has requested X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) to administer a directed share program (the “Directed Share Program”) under which up to 575,000 shares of Common Stock (the “Reserved Shares”) shall be reserved for sale by X.X. Xxxxxx at the initial public offering price of $[ ] per share to the Company’s officers, directors, employees and consultants and other persons having a relationship with the Company as designated by the Company (the “Directed Share Participants”) as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of FINRA and all other applicable laws, rules and regulations. The number of Shares available for sale to the general public will be reduced to the extent that Directed Share Participants purchase Reserved Shares. The Underwriters may offer any Reserved Shares not purchased by Directed Share Participants to the general public on the same basis as the other Shares being issued and sold hereunder. The Company has supplied X.X. Xxxxxx with the names, addresses and telephone numbers of the individuals or other entities which the Company has designated to be participants in the Directed Share Program. It is understood that any number of those so designated to participate in the Directed Share Program may decline to do so. (c) The Company hereby confirms its engagement of Xxxxxxx, Xxxxx & Co. as, and Xxxxxxx, Sachs & Co. hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Rule 5121 of the FINRA with respect to the offering and sale of the Shares. Xxxxxxx, Xxxxx & Co., in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “QIU.” As compensation for the services of the QIU hereunder, the Company agrees to pay the QIU $10,000 on the Closing Date.

Offering of Shares by the Underwriters. (a) Upon the authorization by you the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions to be set forth in the Prospectus. . It is understood that approximately 512,500 Firm Shares (bthe “Directed Shares”) The Company hereby acknowledges that, will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in connection the Prospectus and in accordance with the proposed offering rules and regulations of the SharesNASD to directors, it has requested X.X. officers and employees of the Company and its subsidiary and persons having business relationships with the Company and its subsidiary who have heretofore delivered to Xxxxxx Securities LLC Brothers Inc. offers or indications of interest to purchase Firm Shares in form satisfactory to Xxxxxx Brothers Inc. (“X.X. Xxxxxx”) to administer a directed share program (such program, the “Directed Share Program”) and that any allocation of such Firm Shares among such persons will be made in accordance with timely directions received by Xxxxxx Brothers Inc. from the Company; provided that under which up to 575,000 shares of Common Stock (the “Reserved Shares”) shall no circumstances will Xxxxxx Brothers Inc. or any Underwriter be reserved for sale by X.X. Xxxxxx at the initial public offering price of $[ ] per share liable to the Company’s officers, directors, employees and consultants and other persons having a relationship Company or to any such person for any action taken or omitted in good faith in connection with the Company as designated by the Company (the “Directed Share Participants”) as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of FINRA and all other applicable laws, rules and regulations. The number of Shares available for sale to the general public will be reduced to the extent that Directed Share Participants purchase Reserved Shares. The Underwriters may offer any Reserved Shares not purchased by Directed Share Participants to the general public on the same basis as the other Shares being issued and sold hereunder. The Company has supplied X.X. Xxxxxx with the names, addresses and telephone numbers of the individuals or other entities which the Company has designated to be participants in the such Directed Share Program. It is further understood that any number of those so designated to participate Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program may decline to do so. (c) The Company hereby confirms its engagement of Xxxxxxxby 9:00 A.M., Xxxxx & Co. asNew York City time, and Xxxxxxx, Sachs & Co. hereby confirms its agreement with on the Company to render services as, a “qualified independent underwriter” within first business day following the meaning of Rule 5121 of date hereof or otherwise are not purchased by such persons will be offered by the FINRA with respect Underwriters to the offering public upon the terms and sale of conditions set forth in the SharesProspectus. Xxxxxxx, Xxxxx & Co., in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “QIU.” As compensation for the services of the QIU hereunder, the The Company agrees to pay all fees and disbursements incurred by the QIU $10,000 on Underwriters in connection with the Closing DateDirected Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

Offering of Shares by the Underwriters. (a) Upon the authorization by you the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. (b) The Company hereby acknowledges that, in connection with the proposed offering of the Shares, it has requested X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) to administer a directed share program (the “Directed Share Program”) under which up to 575,000 shares of Common Stock . It is understood that approximately [ ] Firm Shares (the “Reserved Shares”) shall will initially be reserved by Bear, Xxxxxxx & Co. Inc. for offer and sale by X.X. Xxxxxx at upon the initial public offering price of $[ ] per share to terms and conditions set forth in the Company’s officers, directors, employees Prospectus and consultants and other persons having a relationship in accordance with the Company as designated by rules and regulations of the Company National Association of Securities Dealers, Inc. (the “Directed Share ParticipantsNASD”) as part to The Xxxxxx X. Xxxxxx Special Revocable Trust and the I. Xxxxxx Xxxxxx Special Revocable Trust (the “Reserved Share Purchasers”) and that any allocation of such Firm Shares among such persons will be made in accordance with timely directions received by Xxxxxx Brothers Inc. and Bear, Xxxxxxx & Co. Inc. from the Company; provided, that under no circumstances will Xxxxxx Brothers Inc. or Bear, Xxxxxxx & Co. Inc. or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with the sale and delivery of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of FINRA and all other applicable laws, rules and regulations. The number of Shares available for sale to the general public will be reduced to the extent that Directed Share Participants purchase Reserved Shares. The Underwriters may offer It is further understood that any Reserved Shares not affirmatively reconfirmed for purchase by the Reserved Share Purchasers by [ ]:00 A.M., New York City time, on the Delivery Date or otherwise are not purchased by Directed Share Participants such persons will be offered by the Underwriters to the general public on upon the same basis as the other Shares being issued terms and sold hereunder. The Company has supplied X.X. Xxxxxx with the names, addresses and telephone numbers of the individuals or other entities which the Company has designated to be participants conditions set forth in the Directed Share Program. It is understood that any number of those so designated to participate in the Directed Share Program may decline to do soProspectus. (c) The Company hereby confirms its engagement of Xxxxxxx, Xxxxx & Co. as, and Xxxxxxx, Sachs & Co. hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Rule 5121 of the FINRA with respect to the offering and sale of the Shares. Xxxxxxx, Xxxxx & Co., in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “QIU.” As compensation for the services of the QIU hereunder, the Company agrees to pay the QIU $10,000 on the Closing Date.

Offering of Shares by the Underwriters. (a) Upon the authorization by you the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. (b) The Company hereby acknowledges that, in connection with the proposed offering of the Shares, it has requested X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) to administer a directed share program (the “Directed Share Program”) under which up to 575,000 shares of Common Stock . It is understood that approximately 416,667 Firm Shares (the “Reserved Shares”) shall will initially be reserved by Bear, Sxxxxxx & Co. Inc. for offer and sale by X.X. Xxxxxx at upon the initial public offering price of $[ ] per share to terms and conditions set forth in the Company’s officers, directors, employees Prospectus and consultants and other persons having a relationship in accordance with the Company as designated by rules and regulations of the Company National Association of Securities Dealers, Inc. (the “Directed Share ParticipantsNASD”) as part to The Lxxxxx X. Xxxxxx Special Revocable Trust and the I. Mxxxxx Xxxxxx Special Revocable Trust (the “Reserved Share Purchasers”) and that any allocation of such Firm Shares among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Inc. and Bear, Sxxxxxx & Co. Inc. from the Company; provided, that under no circumstances will Lxxxxx Brothers Inc. or Bear, Sxxxxxx & Co. Inc. or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with the sale and delivery of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of FINRA and all other applicable laws, rules and regulations. The number of Shares available for sale to the general public will be reduced to the extent that Directed Share Participants purchase Reserved Shares. The Underwriters may offer It is further understood that any Reserved Shares not purchased by Directed Share Participants such persons will be offered by the Underwriters to the general public on upon the same basis as the other Shares being issued terms and sold hereunder. The Company has supplied X.X. Xxxxxx with the names, addresses and telephone numbers of the individuals or other entities which the Company has designated to be participants conditions set forth in the Directed Share Program. It is understood that any number of those so designated to participate in the Directed Share Program may decline to do soProspectus. (c) The Company hereby confirms its engagement of Xxxxxxx, Xxxxx & Co. as, and Xxxxxxx, Sachs & Co. hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Rule 5121 of the FINRA with respect to the offering and sale of the Shares. Xxxxxxx, Xxxxx & Co., in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “QIU.” As compensation for the services of the QIU hereunder, the Company agrees to pay the QIU $10,000 on the Closing Date.